Auction giant eBay said today that it will buy GSI Commerce, a King of Prussia, Pa.-based provider of e-commerce and marketing services for a whopping $2.4 billion in cash and debt. The deal is part of eBay’s continued makeover from an auctions-oriented company to an e-commerce platform.

Here is the deal breakdown

eBay is paying $29.25 a share for GSI, a 51-percent premium over GSI’s closing price on March 25, 2011.

There is a 40-day shop clause with eBay having the option to match any superior offer.

eBay expects the transaction to be neutral in 2011 and accretive in 2012.

eBay will divest 100 percent of GSI’s licensed sports merchandise business and 70 percent of ShopRunner and Rue La La. These assets will be sold to a newly formed holding company, which will be led by GSI founder and CEO Michael Rubin.

As part of the divestiture, eBay will loan the holding company $467 million and retain a 30 percent stake in Rue La La and ShopRunner. In addition, Rubin will invest additional cash of $31 million in the holding company.

This is a great outcome for GSI Commerce, which has been trying to jump-start its businesses by investing in new categories. From reports, the Rue La La integration wasn’t going too well, and the company also had the challenge of integrating sports merchandise company Fanatics, which it bought for $277 million.

From a strategic standpoint, this is absolutely the kind of move eBay should be making. Of course, we all know there is a big gap in strategic thinking and market reality. Nevertheless, the company doesn’t have much choice in order to move forward. Its original premise of being an auction-oriented company has been diluted over past decade and that business isn’t as big of a money maker as providing platform-services to large companies such as Adidas, which is a GSI client.

Big growth for eBay has come from being the provider of platform-level services for e-commerce. According to Forrester, U.S. e-commerce spending will reach $279 billion by 2015 versus $176 billion in 2010. PayPal, for instance, has turned out to be a huge winner for eBay, and is expected to see its revenues double by 2013. With GSI, eBay gets a platform that services some of the largest (and most well-known) brands and it also helps extend the reach of PayPal.

While many have been suggesting eBay should buy someone like a Groupon, the fact remains that eBay’s future now lies in becoming the plumbing for Internet commerce. With an investment in the spinout headed up by GSI Commerce’s Rubin, eBay also has one leg in the flash-sales business that may be the next big online e-commerce opportunity.

As our digital behavior is unshackled from the confines of a personal computer and shifts instead to mobile devices, new commerce opportunities are emerging. I am of the belief that mobile commerce — whether it’s payments or providing pricing information — is going to be one of the big winners of our shift to anywhere computing. What eBay can do is help big brands provide payment, mobile and e-commerce infrastructure services, and in that process, make money for its shareholders.

]]>GSI Commerce has purchased ClearSaleing, a six-year-old company that helps advertisers measure the performance of their online campaigns. The analytics company’s platform lets users track exactly how specific ads are impacting profits, so that they can adjust their campaigns accordingly. Its clients include GSI Commerce-owned digital agency TrueAction, which had been using it to help clients improve the productivity of their campaigns, as well as big name advertisers, like American Greetings (NYSE: AM), Rosetta and Nationwide Insurance.

This is GSI Commerce’s marketing services unit’s second acquisition under Chris Saradakis, who was hired away from Gannett (NYSE: GCI) to run the division last April. In June, the company bought ad retargeting startup FetchBack for a reported $40 million.

In hiring Saridakis, GSI Commerce had said it planned to add new marketing services business lines and also pursue acquisitions. The ClearSaleing acquisition means GSI Commerce will now have eight marketing services companies in its portfolio.

]]>A week after he announced his departure as Gannett’s chief digital officer, Chris Saridakis has been tapped as CEO of GSI Commerce’s (Nasdaq: GSIC) Marketing Services unit. Saridakis will oversee GSI

]]>The e-mails newsletter and marketing industry is certainly seeing a lot of activity with IPOs (ConstantContact and ExactTarget) and consolidation. Now GSI Commerce, the e-commerce solutions firm, is buying e-mail marketing and newsletters firm e-Dialog for $157 million, plus an additional payment of $750K in fiscal 2009 based on performance.

The company, based in a Lexington, MA and founded in 1997, has been working with the likes of Reuters (NSDQ: RTRSY), NBC, NFL and Hearst, among others. Besides e-mail marketing and newsletter software, it also works in mobile messaging for clients. In the 12 months ended Sept. 30, e-Dialog posted income from operations of $5.2 million on revenue of $33.9 million. It raised $10.5 million in 2001 from Flagship Ventures, Commonwealth Capital Ventures and Interpublic, the latter two being return investors.

Gridley & Co. were the bankers for GSI, while Jefferies & Co. were the bankers for e-Dialog. More in release here.

Meanwhile, in related news, Nick Pahade, president of Publicis’ high profile media-futures unit Denuo, is stepping down to take a new position at GSI, but the specifics of his new role are not known yet, reports AdAge.